EX-10.18





 Exhibit 10.18 

Moderna, Inc. 
 Non-Employee Director Compensation Policy 
 The purpose of this Non-Employee
Director Compensation Policy (the “Policy”) of Moderna, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis,
high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s
initial firm commitment underwritten public offering of equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as
set forth below: 
  

	 	I.	 Cash Retainers 



 

	 	(a)	 Annual Retainer for Board Membership: $50,000 for general availability and participation in meetings and
on conference calls of our Board of Directors (the “Board of Directors”). No additional compensation for attending individual Board of Director meetings. 



 

	 	(b)	 Additional Annual Retainer for Non-Executive Chairman of the Board
of Directors: $30,000 


  

	 	(c)	 Additional Annual Retainers for Committee Membership: 



 

					
	 Audit Committee Chairperson:
	  	$	20,000	 
	 Audit Committee non-Chairperson member:
	  	$	10,000	 
	 Compensation & Talent Committee Chairperson:
	  	$	15,000	 
	 Compensation & Talent Committee non-Chairperson
member:
	  	$	7,500	 
	 Nominating and Corporate Governance Committee Chairperson:
	  	$	10,000	 
	 Nominating and Corporate Governance Committee
non-Chairperson member:
	  	$	5,000	 
	 Product Development Committee Chairperson:
	  	$	15,000	 
	 Product Development non-Chairperson member:
	  	$	7,500	 

 No additional compensation for attending individual committee meetings. All cash retainers will be paid quarterly, in arrears,
or upon the earlier resignation or removal of the Outside Director. 












 Cash retainers owing to Outsider Directors shall be annualized, meaning that with respect to Outside
Directors who join the Board of Directors during the calendar year, such amounts shall be pro-rated based on the number of calendar days served by such director. 

 

	 	II.	 Equity Retainers 



All grants of equity retainer awards to Outside Directors pursuant to this Policy will be automatic and nondiscretionary and will be made in accordance with
the following provisions: 
 (a) Value. For purposes of this Policy, “Value” means with respect to (i) any award
of stock options the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC 718; and
(ii) any award of restricted stock and restricted stock units the product of (A) the closing market price on The Nasdaq Global Market (or such other market on which the Company’s common stock is then principally listed) of one share
of the Company’s common stock on the grant date, and (B) the aggregate number of shares pursuant to such award. 
 (b)
Revisions. The Compensation & Talent Committee (the “Compensation Committee”) in its discretion may change and otherwise revise the terms of awards to be granted under this Policy, including, without limitation, the
number of shares subject thereto, for awards of the same or different type granted on or after the date the Compensation Committee determines to make any such change or revision. 

(c) Sale Event Acceleration. In the event of a Sale Event (as defined in the Company’s 2018 Stock Option and Incentive Plan (the
“Stock Plan”)), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and exercisable. 

(d) Initial Grant. Upon initial election to the Board of Directors, each new Outside Director will receive an initial, one-time grant of a non-statutory stock option (the “Initial Grant”) with a Value of $355,000, an exercise price per share equal to the closing price of a
share of the Company’s common stock on the date of grant and a term of ten years, that vests in full on the one-year anniversary of the grant date; provided, however, that all vesting ceases if the
director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. If any Initial Grant to an Outside Director is to become
effective as of Effective Date, it shall have an exercise price per share equal to the per share “price to the public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s initial public
offering. 
 (e) Annual Grant. On the date of the Company’s Annual Meeting of Stockholders, each Outside Director who will
continue as a member of the Board of Directors following such Annual Meeting of Stockholders will receive a grant of a non-statutory stock option on the date of such Annual Meeting of Stockholders (the
“Annual Grant”) with a Value of $355,000, an exercise price per share equal to the closing price of a share of the Company’s common stock on the date of grant and a term of ten years, that vests in full on the earlier of
(i) the one-year anniversary of the grant date or (ii) the next Annual Meeting of Stockholders; provided, however, that all vesting ceases if the director resigns from our Board of Directors or
otherwise 












 
ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. If a new Outside Director joins our Board of Directors on a date
other than the date of the Company’s Annual Meeting of Stockholders, then such Outside Director will be granted a pro-rata portion of the Annual Grant based on the time between such Outside
Director’s appointment and the next Annual Meeting of Stockholders, on the first eligible grant date following such Outside Director’s appointment to our Board of Directors. 

 

	 	III.	 Expenses 



The Company will reimburse all reasonable out-of-pocket expenses incurred by
Outside Directors in attending meetings of the Board of Directors or any committee thereof. 
  

	 	IV.	 Maximum Annual Compensation 



The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any Outside Director in a calendar year period shall
not exceed $1,500,000 for the first year of service and $1,000,000 for each year of service thereafter (or such other limits as may be set forth in Section 3(b) of the Stock Plan or any similar provision of a successor plan). For this purpose,
the “amount” of equity compensation paid in a calendar year shall be determined based on the grant date fair value thereof, as determined in accordance with ASC 718 or its successor provision, but excluding the impact of estimated
forfeitures related to service-based vesting conditions. 
 Date Policy Approved: September 29, 2018